Employment Agreement - Heidrick & Struggles Inc. and David C. Anderson
[LETTERHEAD OF HEIDRICK & STRUGGLES]
January 30, 2001
Mr. David C. Anderson
10048 Hollow Way
Dallas, TX 75229
Dear David:
This letter will serve as a first amendment to and restatement of your May 28,
1992, employment agreement between you and Heidrick & Struggles, Inc.
We are pleased to confirm your continued employment with Heidrick & Struggles,
Inc. and want to set forth our understanding as follows:
1. During the period between January 1, 2001, and December 31, 2002, you will
continue to be employed with our Company (based in Dallas, Texas) as
President and Chief Executive Officer, Heidrick & Struggles Executive
Search Division, and be responsible for the general management of the
affairs of the Executive Search Division. You will report to the Chairman
and President - Chief Executive Officer of Heidrick & Struggles
International, Inc.
Effective January 1, 2001, your monthly base salary shall be $50,000.00
(which is $600,000.00 annually). Thereafter, your base salary will be
reviewed on at least an annual basis for possible merit increases.
2. Effective for the calendar years 2001 and 2002 you will have the
opportunity to receive a performance-based incentive bonus which will be
determined by the Compensation Committee of the Board of Directors
consistent with our Annual Incentive Program then in effect for Senior
Management.
The bonus component of your compensation will be paid on normal bonus
payment dates which are currently in December and the following March.
Your total compensation may include participation in our GlobalShare
Program, so that your bonus may be partially paid in equity in accordance
with our GlobalShare Program.
You will also be eligible to receive stock options and/or other equity
grants as may be determined by the Compensation Committee.
<PAGE>
Mr. David C. Anderson
January 30, 2001
Page 2
3. You will continue to be eligible to participate in our benefit programs in
accordance with the programs' written terms as set forth in plan documents.
Copies of the booklets and Summary Plan Descriptions describing our group
health, life/AD&D insurance, long-term disability, time-off benefits such
as vacation, paid holidays, paid sick time, short-term disability salary
continuation, the Flexible Spending Account and Heidrick & Struggles,
Inc. 401(k) Profit-Sharing and Retirement Plan have already been provided
to you.
4. Our benefit programs, and policies are reviewed from time to time by the
Company's management, and our programs and policies may be modified,
amended or completely terminated at any time.
5. You are authorized to incur reasonable expenses in carrying out your duties
and responsibilities under this Agreement, and the Company shall promptly
reimburse you for all reasonable business expenses incurred in connection
with carrying out the business of the Company, subject to documentation in
accordance with the Company's policy.
6. We may terminate your employment at any time for "Cause." "Cause" shall
mean:
(i) the embezzlement or misappropriation of funds or property of the
Company or its affiliates by you, the conviction of, or the entrance
of a plea of guilty or nolo contendere by, you to a felony which has
the potential to have a negative impact upon the Company's reputation
or otherwise bring the Company, any of its affiliates, or the CEO into
disrepute, or the termination of your employment with the Company
pursuant to the Company's Harassment Policy; or gross neglect or
willful misconduct by you in carrying out your duties under this
Agreement, resulting, in either case, in material economic harm to the
Company or its affiliates; or
(ii) breach by you of any of the provisions of this Agreement.
In the event your employment is terminated by us for "Cause," we shall pay
you your final paycheck for services through the date of termination and
for accrued and unused vacation credits and all outstanding options shall
be forfeited. Such payments shall fulfill the Company's entire obligation
to you arising from such termination and you shall not be entitled to
receive any other payment arising from or respecting your employment or its
termination except for payments to you of any benefits under the written
terms and conditions of written benefit plan documents.
<PAGE>
Mr. David C. Anderson
January 30, 2001
Page 3
7. If the Company terminates your employment other than for "Cause," as
defined in this Agreement, or in the event there is a Constructive
Termination Without Cause as defined in this Agreement, at any time on or
before December 31, 2002, we shall pay you your (a) base salary through the
date of termination to the extent not theretofore paid; (b) a lump sum
amount equal to the product of one (1) times your base salary in effect on
the date of termination payable promptly following the date of termination;
and (c) a lump sum amount equal to one (1) times the higher of (1) your
cash bonus for the prior year or (2) the average of cash bonuses for the
prior three years, payable promptly following the date of termination. In
addition, all outstanding options or equity instruments shall immediately
become exercisable and shall remain exercisable for the remainder of their
originally scheduled terms.
"Constructive Termination Without Cause" shall mean termination of your
employment at your initiative within 30 days following the occurrence of
any of the following events without your consent:
(i) a reduction in your then current base salary or target bonus
opportunity;
(ii) a reduction in the aggregate value of the benefits provided to you
under the Company's medical, health, accident, disability, life
insurance, thrift and retirement plans, other than any reduction
that occurs as a result of a modification or termination of such
plans and programs which affects all participants in such plans or
programs;
(iii) your removal from the position described in Section 1 above;
(iv) a material diminution in your duties as described in Section 1
above; or
(v) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company within 15 days after
a merger, consolidation, sale or similar transaction.
Following written notice from you of any of the events described above, the
Company shall have 30 calendar days in which to cure. If the Company fails
to cure, your termination shall become effective on the 31st calendar day
following the written notice.
8. If you voluntarily terminate your employment, we will pay you your base
salary through the date of the termination; and all outstanding options
which are not then exercisable shall be forfeited; exercisable options
shall remain exercisable until the earlier of the 30th day after the
date of termination or the originally scheduled expiration date of the
options unless the Compensation Committee determines otherwise.
<PAGE>
Mr. David C. Anderson
January 30, 2001
Page 4
9. In the event that your employment is terminated due to your death or
disability, you or your estate or your beneficiaries, as the case may be,
shall be entitled to: (a) receive your base salary through the date of
termination, to the extent not theretofore paid; (b) a "Pro Rata" annual
incentive award for the calendar year in which your death or disability
occurs, based on the higher of (1) the cash bonus for the prior year or (2)
the average of the cash bonuses for the prior three years, payable in a
single installment promptly after your death; and all outstanding options
or equity instruments, whether or not then exercisable, shall become
exercisable and shall remain exercisable for the remainder of their
originally scheduled terms.
For purposes of this section "Pro Rata" shall mean a fraction, the
numerator of which is the number of days that you were employed in the
calendar year and the denominator of which shall be the number of days in
the calendar year.
10. At the expiration of this Agreement, at your option and with the consent of
the Board, you may have a paid leave of absence of up to six months (the
"LOA Period"). The Board's consent may not be unreasonably withheld and
should be given provided that the Company and its affiliates are doing
well, and there is no pressing business reason to postpone or shorten the
LOA Period. During the LOA Period you will receive your then current
monthly base salary for each month during the LOA Period. During the LOA
Period, it is our expectation and desire that you will continue to maintain
business development-related activities to retain your business contacts
and relationships. You will be reimbursed for your reasonable business
development expenses upon receipt of the customary expense report.
11. You acknowledge that the Confidentiality Letter Agreement dated June 3,
1992 (the "Confidentiality Agreement") between you and the Company remains
in full force and effect. Any breach of the Confidentiality Agreement shall
constitute a material breach of this Agreement.
12. In consideration of your continued employment and the new employment terms
set forth in this Agreement, you agree that you will not, at any time
during the term of your employment under this Agreement and for a period of
twelve months after any termination of your employment with the Company for
any reason (other than death or disability), directly or indirectly, acting
with others or alone, manage, operate or control, engage or become
interested in as an owner (other than as an owner of less than 5% of the
stock of a publicly owned company), stockholder, partner, director,
officer, employee (in an executive capacity), consultant or otherwise in
any business that is a "Competitive Business" with the Company in any
geographic location in which the Company conducts its business. For
purposes of this Section, a business operation shall be considered a
"Competitive Business" with the Company or its affiliates if such business
operation provides services in the executive search business. You
acknowledge that the amounts payable to you by the Company in the event of
your termination of employment by the Company without Cause is intended to
provide additional consideration for this noncompetition Agreement.
<PAGE>
Mr. David C. Anderson
January 30, 2001
Page 5
13. This Agreement, which contains our entire understanding, can be amended
only in writing which is signed by you, together with any one of the
Chairman, President and CEO of Heidrick & Struggles International, Inc.,
the Chief Legal Counsel, or the Human Resources Director of the Company.
You specifically acknowledge that no promises or commitments have been made
to you that are not set forth in this letter.
To acknowledge your acceptance of this amendment and restatement please sign and
return to me the enclosed copy of this letter.
Sincerely,
/s/ Patrick S. Pittard
Patrick S. Pittard
ACCEPTED:
/s/ David C. Anderson February 1, 2001
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David C. Anderson Date